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SCHEME OF AMALGAMATION

UNDER SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF

THE COMPANIES ACT, 2013

OF

ECOTECH GREEN LIFECYCLE LIMITED (EGLL)

(The Transferor Company)

WITH

TPL PLASTECH LIMITED (TPL)

(The Transferee Company)

AND

THEIR SHAREHOLDERS

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SCHEME OF AMALGAMATION

PREAMBLE

A. Preamble of the Scheme

This Scheme of Amalgamation is presented under Sections 230 to 232 and other

applicable provisions if any of the Companies Act, 2013 for amalgamation of

ECOTECH GREEN LIFECYCLE LIMITED (“the Transferor Company” - EGLL)

with TPL PLASTECH LIMITED (“the Transferee Company’ – TPL), and consequent

dissolution of the Transferor Company without winding up.

B. Description of Companies

1.1 ECOTECH GREEN LIFECYCLE LIMITED or (“EGLL”) or the Transferor

Company

The Transferor Company was incorporated as a Public Limited Company under the

Companies Act, 1956, on 27th August, 2013 in the name of VFM Logisupport

Services Limited in the Union Territory of Daman and Diu.

The name of the Transferor Company was changed from VFM Logisupport

Services Limited to Ecotech Green Lifecycle Limited and obtained a fresh certificate

of incorporation dated 25th January, 2018 consequent on change of name from the

Registrar of Companies, Goa.

The CIN of the Company is U37100DD2013PLC004729

The Transferor Company is a Public Limited Company and the entire Issued,

Subscribed and Paid up Equity Share Capital is held by the Transferee Company.

By virtue of the Shareholding pattern, the Transferor Company is a Wholly Owned

Subsidiary of the Transferee Company.

The main object clause of the Memorandum of Association of the Transferor

Company authorizes the Transferor Company:

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To carry on in India or elsewhere the business of Recyclers, Processors,

refiners, makers, converters, finishers, importers, exporters, agents, traders,

merchants, buyers, sellers and dealers in all kind and forms of drums,

barrels, cans, containers, decorative cans, decorative containers, crates,

boxes, tubes, collapsible tubes, seals, p.p. caps, tin containers, metal

containers, bacelites, plastic moulded, blown, extruded containers, bagges,

packing containers, boxes, wrapping papers, water proofing papers,

tarpaulin, corrugated containers, wrappers of all kinds, multi-laminated,

flexible and rigid packing, pillow packing, gunny bags, plastic packaging of

all kinds including bottles, collapsible hollo gunny bags, sachets, pouches,

made from plastic, paper, metal, foils, films, aerosol containers of metal,

aluminum, plastics and fibrous materials.

The Transferor Company is engaged in the business of recyclers,

processors, refiners, converters, sellers and dealers in all kinds and forms

of drum, barrels, cans, containers, crates, boxes, tubes, PP caps, metal / tin

containers, flexible and rigid packing, plastic packaging of all kinds

including bottles, collapsible hollo gunny bags, sachets, pouches, made

from plastic, paper, metal, foils, films, aerosol containers of metal,

aluminum, plastics and fibrous materials.

1.2 TPL PLASTECH LIMITED or (“TPL”) or the Transferee Company

The Transferee Company was incorporated as a Public Limited Company

under the Companies Act, 1956 on 30th September, 1992 in the name of

Tainwala Polycontainers Limited in the State of Maharashtra.

The Company has obtained a certificate for commencement of business

dated 16th October, 1992 from the office of Registrar of Companies,

Maharashtra, Mumbai.

The name of the Transferee Company was changed from Tainwala

Polycontainers Limited to TPL Plastech Limited and obtained a fresh

certificate of incorporation dated 22nd November, 2006 consequent on change

of name from the Registrar of Companies, Maharashtra, Mumbai.

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The Hon’ble Company Law Board Western Region, Mumbai vide its order

dated 22nd June, 2006 has sanctioned a Petition for shifting of the Registered

Office of the company from the State of Maharashtra to the Daman and Diu.

Accordingly the company, upon registration of the said order, obtained a

fresh certificate of incorporation dated 20th July, 2007 from the Registrar of

Companies, Goa.

The CIN of the Company is L25209DD1992PLC004656.

The Transferee Company is a Public Limited Company and its shares are

listed on BSE Limited and National Stock Exchange of India Limited (NSE).

The main object clause of the Memorandum of Association of the

Transferee Company authorizes the Transferee Company:

To carry on the business of manufacturers and dealers of and in

packagings of all kinds including receptacles, bottles, containers, boxes,

cartons, tins, valves and appliances and all other blown, moulded, formed

or extruded goods and articles of whatsoever nature or material, and

whether the same be made fully or partly out of plastic, plastic-related

products and materials, thermoplastics, thermosetting, rubber, glass,

paper, cardboard, hardboard, wood, metal, steel, or out of any materials or

substances which may hereinafter be invented, for holding, storing,

packaging, transportation, and handling, all or any goods substance,

articles or products.

The Transferee Company is engaged in the business of manufacturers and

dealers of and in bulk packaging of all kinds including bottles, containers,

boxes, tins made fully or partly out of plastic and plastic related products and

materials.

C. Purpose and Rationale of the Scheme

1.1 Ecotech Green Lifecycle Limited is a wholly owned subsidiary of TPL

Plastech Limited, the Transferee Company. Both the Companies are part of

the same group.

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1.2 Accordingly, the Board of Directors of the Transferor Company and the

Transferee Company has decided to amalgamate the Transferor Company

together with their business and undertaking, with the Transferee

Company, so as to achieve the following:

a) Greater integration and greater financial strength and flexibility for the

amalgamated entity, which would result in maximizing overall shareholder

value and will improve the competitive position of the combined entity.

b) Consolidation of business of the Transferor Company and the Transferee

Company into a single entity which would result in the business activities

to be carried out with greater focus and specialization thus, leading to the

objective of achieving sustained growth.

c) The Transferee Company believe that the financial managerial and technical

resources, personnel, capabilities, skills, expertise and technologies of the

Transferor Company pooled in the merged entity will lead to increased

competitive strength, cost reduction and efficiencies thereby significantly

contributing to future growth.

d) Improved allocation of capital and optimization of cash flows contributing

to the overall growth prospects of the combined entity.

e) The proposed amalgamation is in line with the global trend to achieve size,

scale, and creation of a larger asset base by consolidation of the assets,

integration and greater financial strength and flexibility, in the interest of

maximizing shareholders value.

f) Enable the shareholders of TPL Plastech Limited to get direct participation

in the business of its present wholly owned subsidiary (being Ecotech Green

Lifecycle Limited)

g) Simplified group and business structure;

h) The consolidation of legal entities would result in reduced number of

entities within the group. This would minimize cost and administrative

hassle of maintaining multiple legal entities;

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i) The aforesaid synergistic benefits accruing from the consolidation would

ultimately contribute to the future business and profitability of the merged

entity. The amalgamation of Transferor Company and Transferee Company

is, therefore, beneficial in the long-term interests of the shareholders and all

stake holders of these companies.

j) Reducing time and efforts for consolidation of financials at group level.

1.3 Thus, as a whole, amalgamation of the Transferor Company with the Transferee

Company in terms of the Scheme will be beneficial for both the companies, their

shareholders, their creditors, employees, customers and all others concerned with

the two companies.

1.4 In view of the aforesaid, the Board of Directors of the Transferee Company and the

Transferor Company have considered and proposed the Merger by Absorption of

the entire undertaking and business of the Transferor Company by the Transferee

Company. Accordingly the Board of Directors of the Transferee Company and the

transferor Company have formulated this Scheme for the transfer and vesting of

the entire undertaking and business of the Transferor Company into the Transferee

Company pursuant to the provisions of Sections 230 to 232 read with other

applicable provisions of the Act.

D. Parts of the Scheme

The Scheme is divided into following parts:

Part I: Definitions and Interpretations

Part II: Capital Structure

Part III: Amalgamation of the Transferor Company with the Transferee Company

Part IV: Cancellation of Shares of Transferor Company & Increase of Authorized

Share Capital of Transferee Company

Part V: Accounting treatment in the books of the Transferee Company

Part VI: General terms and conditions

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PART I

DEFINITIONS AND INTERPRETATIONS

1.1 Definitions

In addition to the words and expressions defined elsewhere in this Scheme, unless

it is contrary or repugnant to the subject, context or meaning thereof, the following

words and expressions shall have the meanings as set out hereunder:

1.1.1 "Act" means the (Indian) Companies Act, 2013, to the extent notified, and all

amendments or statutory modifications thereto or re-enactments thereof,

except where otherwise expressly provided;

1.1.2 "Appointed Date" means 1st April, 2019 or such other date as the National

Company Law Tribunal [NCLT] Ahmedabad or any other Competent Government

Authority may direct, which shall be the date with effect from which this Scheme

shall become effective and with effect from which date the Transferor Company

shall amalgamate with the Transferee Company in terms of the Scheme, upon the

order sanctioning this Scheme becoming effective.

1.1.3 “Amalgamation” means the amalgamation as specified under Section 2(1B) of the

Income-tax Act, 1961.

1.1.4 "Board of Directors" in relation to EGLL or TPL as the case may be, means the

Board of Directors of the respective Companies for the time being and shall include

a Committee of Directors or any person authorized by the Board of Directors or

such Committee of Directors.

1.1.5 "Effective Date" shall mean the last of the dates on which a certified copy of the

order passed by the NCLT Tribunal of Judicature at Ahmedabad or any other

Competent Government Authority sanctioning the Scheme, is filed by EGLL and

TPL respectively, with the Registrar of Companies, Goa in terms of Section 232 (5)

or any other provisions if any of the Companies Act, 2013.

1.1.6 "Ecotech Green" or Transferor Company or EGLL means Ecotech Green Lifecycle

Limited (CIN:U37100DD2013PLC004729), a public Company, which was

incorporated on 27th August, 2013 under the Companies Act, 1956 having its

registered office at 213, Sabari, Kachigam, Daman (UT) - 396210

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1.1.7 "Financial Statements" include standalone and consolidated accounts, i.e., balance

sheet, statement of profit & loss, cash flow statement and notes to accounts of the

Transferor Company and the Transferee Company, as the context may require.

1.1.8 "Governmental Authority" means any applicable central, state or local

government, legislative body, regulatory or administrative authority, agency or

commission or committee or any court, tribunal, board, bureau, instrumentality,

Registrar of Companies, Regional Director, The Official Liquidator, National

Company Law Tribunal, judicial or quasi-judicial or arbitral body having

jurisdiction over the territory of India.

1.1.9 "INR" means Indian National Rupees which is the lawful currency of India;

1.1.10 "IT Act" means the Income-tax Act, 1961 and the rules made there under, as may be

amended or re-enacted from time to time;

1.1.11 “National Company Law Tribunal” means the Hon’ble National Company Law

Tribunal, Ahmedabad Bench that has jurisdiction over EGLL and TPL or such other

forum or authority that may be vested with requisite powers under the Companies

Act, 2013 in relation to the provisions of sections 230 to 232 of the Companies Act,

2013

1.1.12 “Operative Date” means the Scheme set out herein in its present form or with any

modification(s) approved or imposed or directed by the National Company Law

Tribunal (NCLT) shall take effect from the Appointed Date but shall be operative

from the Effective Date.

1.1.13 “ROC” means the Registrar of Companies, Goa

1.1.14 “Subsidiary” means subsidiary of TPL PLASTECH LIMITED under Section 2(87)

of the Act 2013.

1.1.15 "Scheme" means this Scheme of Amalgamation of ECOTECH GREEN LIFECYCLE

LIMITED with TPL PLASTECH LIMITED, in its present form, or with any

modification(s) made under paragraph 6.4 hereof.

1.1.16 “SEBI” means Securities and Exchange Board of India.

1.1.17 “SEBI Circular” means together the circular no. CFD/DIL3/CIR/2017/21

dated 10th day of March, 2017, the circular no. CFD/DIL3/CIR/2017/26 dated

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23rd day of March, 2017, the circular no. CFD/DIL3/CIR/2017/105 dated 21 st

day of September, 2017 and circular no. CFD/DIL3/CIR/2018/2 dated 3 rd day

of January, 2018 each issued by the SEBI.

1.1.18 “Stock Exchanges” means the National Stock Exchange of India Limited and

the BSE Limited

1.1.19 "Tax" or "Taxes" means any and all taxes (direct or indirect), surcharges, fees, levies,

duties, tariffs, imposts and other charges of any kind (together with any and all interest,

penalties, additions to tax and additional amounts imposed with respect thereto), in

each case in the nature of a tax, imposed by any Governmental Authority (whether

payable directly or by withholding), including without limitation, taxes based upon or

measured by income, windfall or other profits, gross receipts, property, sales,

severance, branch profits, customs duties, excise, anti-dumping duty, special

additional duty, octroi, bonds with the custom authorities etc., CENVAT,

withholding tax, self-assessment tax, advance tax, service tax, sales tax, goods and

services tax, stamp duty, transfer tax, value-added tax, minimum alternate tax,

banking cash transaction tax, securities transaction tax, taxes withheld or paid,

customs duty and registration fees;

1.1.20 "TPL" or Transferee Company or TPL means TPL PLASTECH LIMITED (CIN:

L25209DD1992PLC004656) a Listed Public Company, which was incorporated on

30th September, 1992 under the Companies Act, 1956 having its registered office at

102, 1st Floor, Centre Point, Somnath Daman Road, Somnath, Dabhel, Nani Daman,

(UT) - 396210.

1.1.21 "Transferor Company" means i.e. ECOTECH GREEN LIFECYCLE LIMITED.

1.1.22 "Transferee Company" means TPL PLASTECH LIMITED.

1.1.23 "Transferred Undertaking" means and includes the whole of the undertaking of

the Transferor Company together, as on the Appointed Date (further details of

which are set out in Paragraph 3.2. thereof), and includes:

i. all assets of the Transferor Company, wherever situated, as are movable in nature,

whether present, future or contingent, tangible or intangible, in possession or

reversion, corporeal or incorporeal, including without limitation current assets,

furniture, fixtures, appliances, accessories, office equipment, communication

facilities, installations, vehicles, utilities, actionable claims, earnest monies, security

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deposits and sundry debtors, bills of exchange, inter corporate deposits, financial

assets and accrued benefits thereto, insurance claims recoverable, prepaid expenses,

outstanding loans and advances recoverable in cash or in kind or for value to be

received , provisions, receivables, funds, cheques and other negotiable instruments,

cash and bank balances and deposits including accrued interests thereto with

Governmental Authority, other authorities, bodies, customers and other persons,

benefits of any bank guarantees, performance guarantees, corporate guarantees,

letters of credit and tax related assets (including service tax, input credits, GST,

value added tax or set-offs and any other tax benefits, exemptions and refunds

under any other statutes)

ii. all immovable properties i.e. land together with the buildings and structures

standing thereon including Mahad and Silvassa (whether leasehold, leave and

licensed, right of way, tenancies or otherwise) including any tenancies in relation to

office space, warehouses, workshop, sheds, stores, guest houses and residential

premises and documents of title, rights and easements in relation thereto and all

plant and machineries constructed on or embedded or attached to any such

immovable properties and all rights, covenants, continuing rights, title and interests

in connection with the said immovable properties;

iii. all investments of the Transferor Company including in the form of shares, scrips,

stocks, bonds, debentures, debenture stock, units or pass through certificates and

other securities and instruments, including all rights, interest and entitlement in

relation thereto and rights and options exercised and application or subscription

made for or in relation thereto ("Investments");

iv. all permits, licenses, permissions, approvals, consents, municipal permissions,

benefits, registrations, rights, entitlements, certificates, clearances, authorities,

allotments, quotas, no-objection certificates and exemptions of the Transferor

Company relating to its units situated at Mahad and Silvassa in general including

those relating to privileges, powers, facilities of every kind and description of

whatsoever nature and the benefits thereof, including applications made in relation

thereto ("Licenses") and in particular as under.

A)MAHAD UNIT:-

i) Factory License issued by Directorate of Industrial Safety & Health

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ii) Registration for Start of Business issued by Ministry of Micro, Small and

Medium Enterprises (UDYOG AADHAR)

iii) Stability Certificate issued by Chartered Engineer

iv) PCC consent to establish issued by Maharashtra Pollution Control Board

v) HT Electrical Connection issued by Maharashtra State Electricity

Distribution Co. Ltd

vi) Gram Panchayat - Bhirwadi

B) SILVASSA Unit :-

i) Registration for Start of Business issued by District Industries Centre, Silvassa

ii) Factory License issued by Chief Inspector of Factories & Boilers, D&NH

iii) PCC Consent to Establish/ Operate issued by Pollution Control Committee, Silvassa (D&NH)

iv) Membership for Integrated Common Hazardous Waste Management Facility

issued by Gujarat Enviro Protection & Infrastucture (DNH) Pvt. Ltd. (Currently

Green Gene Enviro Protection & Infrastructure Pvt. Ltd.), Silvassa

v. all benefits, entitlements, incentives and concessions under incentive schemes and

policies including under service tax, GST, VAT and income tax laws including

MAT credit, subsidy receivables from Government, grants from any Governmental

Authority, all other direct tax benefit/ exemptions/ deductions, to the extent

statutorily available to the Transferor Company, alongwith associated obligations;

vi. all contracts, agreements, Joint Venture Agreement, memorandum of

understanding, bids, tenders, expressions of interest, letters of intent, commitments

including to clients, and other third parties, hire and purchase arrangements, other

arrangements, undertakings, deeds, bonds, investments and interest in projects

undertaken by the Transferor Company, insurance covers and claims, clearances

and other instruments of whatsoever nature and description, whether written, oral

or otherwise, to which the Transferor Company is party, or to the benefit of which

the Transferor Company may be eligible ("Contracts")

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vii. all intellectual property rights of the Transferor Company, including pending

applications (including hardware, software, source codes, parameterization and

scripts), registrations, goodwill, logos, trade names, trademarks, service marks,

copyrights, patents, technical know-how, trade secrets, domain names, computer

programmes, moral rights, development rights, finished and ongoing research and

development programs and all such rights of whatsoever description and nature,

whether or not registered, owned or licensed, including any form of intellectual

property which is in progress ("Intellectual Property");

viii. all employees of the Transferor Company, whether permanent or temporary,

engaged in or in relation to the Transferor Company as on the Effective Date and

whose services are transferred to the Transferee Company ("Transferred

Employees") and contributions, if any, made towards any provident fund,

employees state insurance, gratuity fund, staff welfare scheme or any other special

schemes, funds or benefits, existing for the benefit of such Transferred Employees

("Funds"), together with such of the investments made by these Funds, which are

referable to such Transferred Employees;

ix. all loans, debts, borrowings, obligations, duties, cash credits, bills discounted,

deferred income, contingent liability and liabilities (including present, future and

contingent liabilities) pertaining to or arising out of activities or operations of the

Transferor Company, including obligations relating to guarantees in respect of

borrowings and other guarantees ("Transferred Liabilities");

x. all legal (whether civil or criminal), taxation or other proceedings or investigations

of whatsoever nature (including those before any Governmental Authority) that

pertain to the Transferor Company, initiated by or against the Transferor

Company or proceedings or investigations to which the Transferor Company is

party to, whether pending as on the Appointed Date or which may be instituted

any time in the future ("Proceedings");

xi. all taxes, duties, cess, income tax benefits or exemptions including the right to claim

deduction, to carry forward losses and tax credits under any provision of the

Income Tax Act etc., that are allocable, referable or related to the Transferor

Company, including all credits under Income tax Act, including MAT credit, book

losses (if any), all or any refunds, interest due thereon, credits and claims relating

thereto; and

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xii. all books, records, files, papers, engineering and process information, building

plans, databases, catalogues, quotations, advertising materials, lists of present and

former credit, and all other books and records, whether in physical or electronic

form, of the Transferor Company.

1.2 Interpretations

In this Scheme, unless the context otherwise requires:

1.2.1 References in this Scheme to "upon this Scheme becoming effective" or

"effectiveness of this Scheme" shall mean the Effective Date of the Scheme;

1.2.2 references to the singular include a reference to plural and vice versa and reference

to any gender includes a reference to all other genders;

1.2.3 Reference to persons shall include individuals, bodies corporate (wherever

incorporated or un-incorporated), associations and partnerships;

1.2.4 Headings are inserted for ease of reference only and shall not affect the construction

or interpretation of this Scheme;

1.2.5 References to a paragraph shall be deemed to be a reference to a paragraph or

Schedule of this Scheme;

1.2.6 Reference to the words 'hereof, 'herein' and 'hereby' and derivatives or similar

words refer to this entire Scheme;

1.2.7 references to the words "including", "inter alia" or any similar expression, shall be

construed as illustrative and shall not limit the sense of the words preceding those

terms; and

1.2.8 any reference to any statute or statutory provision shall include:

i. all subordinate legislations made from time to time under that provision (whether

or not amended, modified, re-enacted or consolidated from time to time) and any

retrospective amendment; and

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ii. such provision as from time to time amended, modified, re-enacted or consolidated

(whether before or after the filing of this Scheme) to the extent such amendment,

modification, re-enactment or consolidation applies or is capable of applying to the

matters contemplated under this Scheme and (to the extent liability there under

may exist or can arise) shall include any past statutory provision (as amended,

modified, re-enacted or consolidated from time to time) which the provision

referred to has directly or indirectly replaced.

PART II

CAPITAL STRUCTURE

2.1 The capital structure of ECOTECH GREEN LIFECYCLE LIMITED (the

Transferor Company) as on 31st March, 2019 is set out below:

Share Capital Amount in Rs.

Authorised Share Capital

30,00,000 Equity Shares of Rs. 10/- each

3,00,00,000

Total 3,00,00,000

Issued, Subscribed and Paid Up Capital

10,00,000 Equity Shares of Rs. 10/- each 1,00,00,000

Total 1,00,00,000

2.2 The capital structure of TPL PLASTECH LIMITED, the Transferee Company

as on 31st March, 2019 is set out below:

Share Capital Amount in Rs.

1,00,00,000 Equity Shares of Rs. 10/- each

10,00,00,000

Total 10,00,00,000

Issued, Subscribed and Paid Up Capital

78,00,300 Equity Shares of Rs. 10/- each 7,80,03,000

Total 7,80,03,000

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2.3 Upto and as on the date of approval of the Scheme by the Board of Directors

of EGLL and TPL respectively, there is no change in the Issued, Subscribed

and Paid-up share Capital of the respective Companies.

PART III

AMALGAMATION OF TRANSFEROR COMPANY WITH TRANSFEREE

COMPANY

3.1 Transfer & Vesting of the Transferor Company

Upon the order of the NCLT sanctioning the Scheme becoming effective, on and

from the Appointed Date, the Transferred Undertaking of the Transferor Company

shall, together with all its properties, assets, agreements, joint venture Agreements,

expression of Interest(EOI), rights, benefits, interests, liabilities and obligations,

subject to the provisions of Paragraph 3.2 hereof in relation to the mode of vesting,

and without any further deed or act and in accordance with Sections 230 to 232 of

the Companies Act, 2013 and all other applicable provisions of law, be transferred

to and vested in and be deemed to have been transferred to and vested in, the

Transferee Company, as a going concern.

3.2 Without prejudice to the generality of the foregoing and to the extent applicable,

unless otherwise stated herein, upon the order of the NCLT sanctioning this

Scheme becoming effective, on and from the Appointed Date:

3.2.1 Assets

a) In respect of such assets of the Transferor Company as are moveable in nature or

are otherwise capable of transfer by delivery of possession, payment or by

endorsement and delivery, the same shall stand transferred to and be vested in

the Transferee Company and shall become the property of the Transferee

Company. The vesting pursuant to this paragraph shall be deemed to have

occurred by manual delivery or endorsement, as appropriate to the property

being vested and title to the property shall be deemed to have been transferred

accordingly, without requiring execution of any deed or instrument of

conveyance for the same.

b) In respect of such assets of the Transferor Company as are or represent

Investments registered and/or held in any form by or beneficial interest wherein

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is owned by the Transferor Company, the same shall stand

transferred/transmitted to and be vested in and/or be deemed to have been

transferred/transmitted to and vested in the Transferee Company, together with

all rights, benefits and interest therein or attached thereto, without any further

act or deed and thereupon the Transferor Company shall cease to be the

registered and/or the beneficial owner of such investments. The Transferor

Company shall be deemed to be holding such investments for and on behalf of

and in trust for and for the benefit of the Transferee Company and all profits or

dividends and other rights or benefits accruing/paid/distributed on such

investments and all taxes thereon, or losses arising or expenses incurred relating

to such investments, shall, for all intent and purposes, be treated as the profits,

dividends, rights, benefits, taxes, losses or expenses, as the case may be, of the

Transferee Company.

c) In respect of such of the moveable assets belonging to the Transferor Company

other than those specified in paragraph 3.2.1(a) and (b)hereof, including sundry

debtors, outstanding loans and advances, if any, recoverable in cash or in kind or

value to be received, bank balances and deposits, if any, the same shall

(notwithstanding whether there is any specific provision for transfer of credits,

assets or refunds under the applicable laws, wherever applicable), without any

further act, instrument or deed by the Transferor Company or the Transferee

Company or the need for any endorsements, stand transferred from the

Transferor Company to and in favour of the Transferee Company. Any security,

lien, encumbrance or charge created over any assets in relation to the loans, or

borrowings or any other dues of the Transferor Company, shall, without any

further act or deed, stand transferred to the benefit of the Transferee Company

and the Transferee Company will have all the rights of the Transferor Company

to enforce such security, lien, encumbrance or charge, by virtue of this Scheme.

All immovable properties of the Transferor Company including leasehold land,

buildings and any tenancies in relation to warehouses, office space, guest houses

and residential premises situated at Mahad and Silvassa and all documents of

title, rights and easements in relation thereto and all plant and machineries

constructed on or embedded or attached to any such immovable properties and

all rights, covenants, continuing rights, title and interest in connection with the

said immovable properties, shall stand transferred to and be vested in and be

deemed to have been transferred to and vested in the Transferee Company,

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without any further act or deed done/executed or being required to be

done/executed by the Transferor Company or the Transferee Company or both.

The Transferee Company shall be entitled to exercise and enjoy all rights and

privileges attached to the immovable properties and shall be liable to pay the

ground rent and taxes and fulfill all obligations and be entitled to all rights in

relation to or as applicable to such immovable properties

3.2.2 Licenses & Certificates

All Licenses, permits, registrations & ownership certificate issued by various

registering & statutory authorities relating to the Transferor Company for its units

situated at Mahad and Silvassa in general shall stand transferred to and be vested

in the Transferee Company, without any further act or deed done by the Transferor

Company or the Transferee Company and be in full force and effect in favour of the

Transferee Company, as if the same were originally given to, issued to or executed

in favour of the Transferee Company and the Transferee Company shall be bound

by the terms thereof, the obligations and duties thereunder, and the rights and

benefits under the same shall be available to the Transferee Company and in

particular the details are as under.

A)MAHAD UNIT:-

i) Factory License issued by Directorate of Industrial Safety & Health

ii) Registration for Start of Business issued by Ministry of Micro, Small and Medium Enterprises (UDYOG AADHAR)

iii) Stability Certificate issued by Chartered Engineer

iv) PCC consent to establish issued by Maharashtra Pollution Control Board

v) HT Electrical Connection issued by Maharashtra State Electricity Distribution Co.

Ltd

vi) Gram Panchayat - Bhirwadi

B) SILVASSA Unit :-

i) Registration for Start of Business issued by District Industries Centre, Silvassa

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ii) Factory License issued by Chief Inspector of Factories & Boilers, D&NH

iii) PCC Consent to Establish/ Operate issued by Pollution Control Committee, Silvassa (D&NH)

iv) Membership for Integrated Common Hazardous Waste Management Facility

issued by Gujarat Enviro Protection & Infrastucture (DNH) Pvt. Ltd. (Currently

Green Gene Enviro Protection & Infrastructure Pvt. Ltd.), Silvassa

3.2.3 Benefits, Entitlements, Incentives and Concessions

All benefits, entitlements, incentives and concessions under incentive schemes and

policies that the Transferor Company is entitled to, including under service tax,

GST, VAT and income tax laws including MAT credit, subsidy receivables from

Government, stamp duty and lower electricity charges from the Maharashtra State

government, Union Territory of Daman and Diu or grants from any governmental

authority, direct tax benefit/ exemptions/ deductions, shall, to the extent

statutorily available and alongwith associated obligations, stand transferred to and

be available to the Transferee Company as if the Transferee Company was

originally entitled to all such benefits, entitlements, incentives and concessions.

3.2.4 Contracts

a) All Contracts and Agreements of the Transferor Company which are subsisting or

having effect immediately before the Effective Date, shall stand transferred to and

vested in the Transferee Company and be in full force and effect in favour of the

Transferee Company and may be enforced by or against it as fully and effectually

as if, instead of the Transferor Company, the Transferee Company had been a

party or beneficiary or oblige thereto.

b) Any inter-se contracts between the Transferor Company on one hand and the

Transferee Company on the other hand shall stand cancelled and cease to operate

upon the coming into effect of this Scheme.

c) All guarantees provided by any bank in favour of the Transferor Company

outstanding as on the Effective Date, shall vest in the Transferee Company and

shall enure to the benefit of the Transferee Company and all guarantees issued by

19

the bankers of the Transferor Company at the request of the Transferor Company

favouring any third party shall be deemed to have been issued at the request of

the Transferee Company and continue in favour of such third party till its

maturity or earlier termination.

3.2.5 Intellectual Property

All Intellectual Property of the Transferor Company shall stand transferred to and

be vested in the Transferee Company and be in full force and effect in favour of the

Transferee Company and may be enforced by or against it as fully and effectually

as if, instead of the Transferor Company, the Transferee Company had been a party

or beneficiary or obligee thereto.

3.2.6 Transferred Employees

a) All Transferred Employees of the Transferor Company shall be deemed to

have become the employees and staff of the Transferee Company with effect

from the Appointed Date, and shall stand transferred to the Transferee

Company without any interruption of service and on terms and conditions no

less favorable than those on which they are engaged by the Transferor

Company, as on the Effective Date, including in relation to the level of

remuneration and contractual and statutory benefit, incentive plans, terminal

benefits, gratuity plans, provident plans and any other retirement benefits.

b) The Transferee Company agrees that the services of all transferred Employees

with the Transferor Company prior to the transfer, shall be taken into account

for the purposes of all benefits to which such Transferred Employees may be

eligible, including in relation to the level of remuneration and contractual and

statutory benefits, incentive plans, terminal benefits, gratuity plans, provident

plans and other retirement benefits and accordingly, shall be reckoned from

the date of their respective appointment in the Transferor Companies. The

Transferee Company undertakes to pay the same, as and when payable under

applicable laws.

For avoidance of doubt, in relation to those Transferred Employees for whom

the Transferor Company is making contributions to the Government

provident fund, the Transferee Company shall stand substituted for the

20

Transferor Company for all purposes whatsoever, including in relation to the

obligation to make contributions to such funds in accordance with the

provisions of such funds, bye-laws, etc. in respect of the Transferred

Employees.

c) All contributions made by the Transferor Company on behalf of the

Transferred Employees and all contributions made by the Transferred

Employees including the interests arising thereon, to the Funds and standing

to the credit of such Transferred Employees' account with such Funds, shall,

upon this Scheme becoming effective, be transferred to the funds maintained

by the Transferee Company along with such of the investments made by such

Funds which are referable and allocable to the Transferred Employees and the

Transferee Company shall stand substituted for the Transferor Company with

regard to the obligation to make the said contributions.

d) The contributions made by the Transferor Company under applicable law in

connection with the Transferred Employees, to the Funds, for the period after

the Appointed Date shall be deemed to be contributions made by the

Transferee Company.

e) The Transferee Company shall continue to abide by the agreement(s) and

settlement(s) entered into with the employees by the Transferor Company, if

any, in terms of such agreement(s) and settlement(s) subsisting on the

Effective Date, in relation to the Transferred Employees.

3.2.7 Transferred Liabilities and Security

a) All Transferred Liabilities of the Transferor Company, shall, to the extent they

are outstanding as on the Effective Date, without any further act, instrument or

deed, stand transferred to and be deemed to be the debts, liabilities, contingent

liabilities, duties and obligations, etc., as the case may be, of the Transferee

Company and shall be exercised by or against the Transferee Company, as if it

had incurred such Transferred Liabilities.

b) The Transferee Company alone shall be liable to meet, discharge and satisfy the

Transferred Liabilities as the borrower/creditor in respect thereof.

21

c) This Scheme shall not operate to enlarge or extend the security for any of the

Transferred Liabilities and the Transferee Company shall not be obliged to create

any further or additional securities after the Effective Date, unless otherwise

agreed to by the Transferee Company with such secured creditors and subject to

the consent and approval of the existing secured creditors of the Transferee

Company, if any. Further, this Scheme shall not operate to enlarge or extend the

security for any loan, deposit, credit or other facility availed by the Transferee

Company, in as much as the security shall not extend to any of the assets forming

part of the Transferred Undertakings.

d) In so far as the existing security in respect of the Transferred Liabilities is

concerned, such security shall, without any further act, instrument or deed, be

modified and shall be extended to and shall operate only over the assets forming

part of the Transferred Undertaking of the Transferor Company, which has been

charged and secured and subsisting as on the Effective Date, in respect of the

Transferred Liabilities. Provided that if any of the assets forming part of the

Transferred Undertakings of the concerned Transferor Company have not been

charged or secured in respect of 'the Transferred Liabilities, such assets shall

remain unencumbered and the existing security referred to above shall not be

extended to and shall not operate over such assets.

e) It shall not be necessary to obtain the consent of any third party or other person,

who is a party to any contract or arrangement by virtue of which such

Transferred Liabilities have arisen in order to give effect to the provisions of this

paragraph.

It is expressly provided that, save as mentioned in this paragraph 3.2.7, no other

term or condition of the Transferred Liabilities is modified by virtue of this

Scheme, except to the extent that such amendment is required by necessary

implication.

3.2.8 Legal and other such Proceedings

All Proceedings transferred to the Transferee Company pursuant to the Scheme,

shall not abate or be discontinued or in any way be prejudicially affected by reason

of the amalgamation of the Transferor Company or by anything contained in this

Scheme and the proceedings shall continue and any prosecution shall be enforced

by or against the Transferee Company in the same manner and to the same extent

22

as it would or might have been continued, prosecuted or enforced by or against the

Transferor Company, as if this Scheme had not been made. The Transferee

Company undertakes to have such proceedings relating to or in connection with

the Transferor Company, initiated-by or against the said Transferor Company,

transferred in the name of the Transferee Company as soon as possible, after the

Effective Date, and to have the same continued, prosecuted and enforced by or

against the Transferee Company. The Transferee Company also undertakes to pay

all amounts including interest, penalties, damages, etc., which the Transferor

Company may be called upon to pay or secure in respect of any liability or

obligation relating to the Transferor Company for the period from the Appointed

Date up to the Effective Date and any costs incurred by the Transferor Company in

respect of such proceedings started by or against it relatable to the period from the

Appointed Date up to the Effective Date upon submission of necessary evidence by

the said Transferor Company to the Transferee Company for making such

payment.

3.2.9 Tax Treatment

All taxes, duties, cess, MAT credit, GST, tax related assets (including service tax,

input credit, GST, value added tax, etc.) that are allocable, referable or related to the

Transferor Company and payable, whether due or not, upto a day immediately

preceding the Appointed Date, including all advance tax payments, tax deducted at

source, Mat credit, tax liabilities or any refunds, tax obligations, credit and claims,

carry forward losses and tax credits under any provision of the Income Tax Act,

1961 shall, for all intent and purposes, be treated as the liability or refunds, credit

and claims, as the case may be, of the Transferee Company.

3.2.10 Books and Records

All books, records, files, papers, engineering and process information, building

plans, databases, catalogues, quotations, advertising materials, if any, lists of

present and former clients and all other books and records, whether in physical or

electronic form, of the Transferor Company, to the extent possible and permitted

under applicable laws, be handed over by them to the Transferee Company.

3.3 Conduct of Business

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3.3.1 With effect from the Appointed Dates and upto the Effective Date:

a) The Transferor Company shall carry on its business with reasonable diligence and

commercial prudence and in the same manner as it has been doing hitherto;

b) The Transferor Company shall carry on and shall be deemed to have carried on

all their respective business activities and shall hold and stand possessed and

shall be deemed to have held and stood possessed of all the said assets, rights,

title, interests, authorities, Contracts, investments and decisions, benefits for and

on account of and in trust for the Transferee Company;

c) All obligations, liabilities, duties and commitments attached, related or

pertaining to the Transferor Company shall be undertaken and shall be deemed

to have been undertaken for and on account of and in trust for the Transferee

Company; and

d) All the profits and incomes accruing or arising to the Transferor Company and

all expenditure or losses arising or incurred by the Transferor Company shall, for

all purposes, be treated and be deemed to be the profits and incomes or

expenditures and losses, as the case may be, of the Transferee Company.

3.3.2 All assets acquired or sold, leased or licensed, Licenses obtained, benefits,

entitlements, incentives and concessions granted, Contracts entered into,

Intellectual Property developed or registered or applications made thereto,

Transferred Liabilities incurred and Proceedings initiated or made party to,

between the Appointed Date and till the Effective Date by the Transferor

Company shall be deemed to be transferred and vested in the Transferee

Company. For avoidance of doubt, where any of the Transferred Liabilities as on

the Appointed Date (deemed to have been transferred to the Transferee

Company) have been discharged by the Transferor Company on or after the

Appointed Date but before the Effective Date, such discharge shall be deemed to

have been for and on behalf of the Transferee Company for all intent and

purposes and under all applicable laws. Further where any of the Assets as on

the Appointed Date (deemed to have been transferred to the Transferee

Company) have been sold / transferred by the Transferor Company on or after

the Appointed Date but before the Effective Date, such sale shall be deemed to

have been for and on behalf of the Transferee Company for all intent and

24

purposes and under all applicable laws. Further, in connection with any

transactions between the Transferor Company and the Transferee Company

between the Appointed Date and upto the Effective date, if any service tax has

been paid by the Transferor Company, then upon the Scheme coming into effect,

the Transferee Company shall be entitled to claim refund of such service tax paid

by the Transferor Company.

3.3.3 With effect from the Effective Date, the Transferee Company shall carry on and

shall be authorised to carry on the business of the Transferor Company and till such

time as the name of account holder in the respective bank accounts of the

Transferor Company is substituted by the bank in the name of the Transferee

Company, the Transferee Company shall be entitled to operate such bank accounts

of the Transferor Company, in its name, in so far as may be necessary.

3.3.4 Without prejudice to the other provisions of this Scheme and notwithstanding the

fact that vesting of the Transferor Company occurs by virtue of Part III of this

Scheme itself, the Transferee Company may, at any time after the Effective Date, in

accordance with the provisions hereof, if so required under applicable law or

otherwise, give notice in such form, as may be required or as it may deem fit and

proper or enter into or execute deeds (including deeds of adherence),

confirmations, novations, declarations or other writings or documents as may be

necessary and carry out and perform all such formalities and compliances, for and

on behalf of the Transferor Company, including, with or in favour of and required

by (i) any party to any Contract to which the Transferor Company is a party; or (ii)

any Governmental Authority or non-government authority, in order to give formal

effect to the provisions of this Scheme. Provided however, that execution of any

confirmation or novation or other writings or arrangements shall in no event

postpone the giving effect to this Scheme from the Effective Date.

3.3.5 To the extent possible, pending sanction of this Scheme, the Transferor Company

or the Transferee Company shall be entitled to apply to the relevant Governmental

Authorities and other third parties concerned, as may be necessary under any law

or contract for transfer or modification of such consents, approvals and sanctions

which the Transferee Company may require to own and carry on the business of

the Transferor Company with effect from the Effective Date and subject to this

Scheme being sanctioned by the NCLT

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3.3.6 For the purpose of giving effect to the order passed under Sections 230 to 232 and

any other applicable provisions if any of the Companies Act, 2013 in respect of this

Scheme by the NCLT, the Transferee Company shall, upon the Scheme becoming

effective, be entitled to get the record of the change in the legal right(s) standing in

the name of the Transferor Company, in its favour in accordance with such order

and the provisions of Sections 230 to 232 and any other applicable provisions if any

of the Companies Act, 2013.

3.4 Saving of Concluded Transactions

The transfer and vesting of the Transferor Company with and into the Transferee

Company under Part III of the Scheme, shall not affect any transaction including

sale of assets or proceedings already completed or liabilities incurred by the

Transferor Company, either prior to or on or after the Appointed Date till the

Effective Date, to the end and intent that the Transferee Company shall accept and

adopt all acts, deeds and things done and executed by or on behalf of the

Transferor Company in respect thereto as acts, deeds and things done and executed

by and on behalf of itself.

3.5 Dissolution of Transferor Company

Upon this Scheme becoming effective, ECOTECH GREEN LIFECYCLE LIMITED

shall stand dissolved without being wound-up.

PART IV

CANCELLATION OF SHARES OF TRANSFEROR COMPANY & INCREASE /

CONSOLIDATION OF AUTHORISED SHARE CAPITAL OF TRANSFEREE

COMPANY

4.1 Cancellation of Shares of Transferor Company

4.1.1 The Transferor Company is a wholly owned subsidiary of Transferee Company and

therefore upon amalgamation of Transferor Company with Transferee Company in

terms of the Scheme becoming effective, the entire paid-up share capital i.e. equity

share capital of the Transferor Company held by the Transferee Company shall

without any act or deed stand automatically cancelled and be extinguished and in

26

lieu thereof and the Transferee Company shall not be required to issue and / or

allot any shares to the members of the Transferor Company.

4.2 Increase / consolidation of authorized share capital of the Transferee Company

4.2.1 Upon this Scheme becoming effective and upon the transfer and vesting of EGLL

into TPL pursuant to this Scheme, the entire authorized share capital of EGLL

equal to Rs. 3,00,00,000/- (divided into 30,00,000 Equity shares of Rs.10/- each)

shall stand merged with the authorized share capital of the TPL the Transferee

Company.

4.2.2 Thus, the Authorized Share Capital of the Transferee Company (TPL) of

Rs.10,00,00,000/- comprising of 1,00,00,000 Equity Shares of Rs.10/- shall stand

increased by Rs.3,00,00,000/- to Rs. 13,00,00,000/- comprising of 1,30,00,000 Equity

Shares of Rs.10/-.

4.2.3 Accordingly, the authorized share capital of the Transferee Company shall stand

increased by an amount of Rs. 3,00,00,000/- and Clause V of the Memorandum of

Association of TPL (relating to the authorized share capital) shall, without any

further act, instrument or deed, be and stand altered, modified and amended

pursuant to Sections 13 and 61 of the Companies Act, 2013 and other applicable

provisions of the Companies Act, 2013 as the case may be and be replaced by the

following clause:

"The Authorized Share Capital of the Company is Rs.13,00,00,000/- ( Rupees

Thirteen Crores only ) divided into 1,30,00,000 Equity Shares of Rs.10/-

Any shares of the original or increased capital may from time to time be issued

with guarantee or any right or preference whether in respect of dividend or of

repayment of capital or both or any other special privilege or advantage over any

shares previously issued or then about to be issued or with deferred or qualified

rights as compared with any special right or limited right or without any right of

voting and generally on such terms as the company may from time to time

determine.

The rights of the holders of any class of shares for the time being forming part of

the capital of the company of the company may be modified, affected, varied,

27

extended or surrendered either with the consent in writing of the holders of three-

fourths of the issued shares of that class or with the sanction of a special resolution

passed at a separate meeting of the holders of these shares.

4.2.4 The stamp duty or filing fees paid on the authorized share capital of the Transferor

Company is permitted to be utilized and applied towards the increase in the

authorized share capital of the Transferee Company in accordance with this

paragraph 4.2 and no additional stamp duty shall be payable and no additional fee

shall be payable to any regulatory authorities in relation to such increase in the

authorized share capital of the Transferee Company. The Transferee Company shall

file the requisite documentation with the relevant Registrar of Companies, which

has jurisdiction over the Transferee Company, for the increase of the authorized

share capital of the Transferee Company as aforesaid. It is hereby clarified that for

the purposes of increasing the authorized share capital in accordance with this

paragraph 4.2, the sanction of the NCLT or any other Competent government

Authority as the case may be shall be deemed to be sufficient for the purposes of

effecting this amendment and that no further approval or resolution under any

applicable provisions of the Companies Act, 2013 would be required to be

separately passed.

PART V

5. ACCOUNTING TREATMENT IN THE BOOKS OF TRANSFEREE COMPANY

5.1 Accounting treatment in respect of amalgamation of Transferor Company

with Transferee Company.

5.1.1 Notwithstanding anything to the contrary herein, upon the Scheme coming

into effect, the Transferee Company shall account for the amalgamation in

its books of account in accordance with the Accounting Standards specified

under Section 133 of the Companies Act, 2013 read with Companies (Indian

Accounting Standards) Rules, 2015 and other generally accepted accounting

principles, or any other relevant or related requirement under the Act, as

applicable on the Effective Date.

28

5.1.2 Transferee Company shall record the assets, liabilities and reserves relating

to Transferred Undertaking of Transferor Company vested in it pursuant to

this Scheme, at their respective carrying amounts at the close of the business

of the day immediately preceding the Appointed Date. The identity of the

Reserves will be preserved.

5.1.3 The identity of the reserves of the Transferor Company, if any, shall be

preserved and they shall appear in the financial statements of the

Transferee Company in the same form and manner in which they

appeared in the financial statements of the Transferor Company mentioned

above as on the date immediately preceding the Appointed Date.

Accordingly, if prior to this Scheme becoming effective there is any Reserve

in the financial statements of the Transferor Company mentioned above,

which are available for distribution to shareholders whether as bonus

shares or dividend or otherwise, the same would continue to remain

available for such distribution by the Transferee Company, subsequent to

this Scheme becoming effective.

5.1.4 The balances of the profit and loss accounts of Transferor Company (as

appearing in financial statements mentioned above) shall be aggregated,

and added to or set-off from, as the case may be, the corresponding

balance appearing in the financial statements of the Transferee Company.

5.1.5 Upon coming into effect of this Scheme, to the extent that there are inter-

company loans, advances, deposits balances or other obligations as between

the Transferor Company and the Transferee Company, the obligations in

respect thereof shall come to an end and corresponding effect shall be given in

the books of accounts and records of the Transferee Company for the

reduction of any assets or liabilities, as the case may be.

5.1.6 The shares held by the Transferee Company in the Transferor Company shall

stand cancelled and there shall be no further obligation / outstanding in that

behalf.

5.1.7 The difference between the investment in the financial statements of the

Transferee Company in the Transferor Company and the amount of paid-up

share capital of the Transferor Company respectively, shall be adjusted

against the Reserves.

29

5.1.8 In case there is any difference in the accounting policies adopted by the

Transferor company and the Transferee company, the accounting policies

followed by the Transferee company will prevail and the difference will be

quantified and adjusted in the Reserves to ensure that the financial statements

of the Transferee company reflect the financial position on the basis of

consistent accounting policy.

5.1.9 The Transferor Company is wholly owned subsidiary of the Transferee

Company, thus pursuant to the Scheme no new shares shall be issued after

the Scheme is sanctioned by the NCLT at Ahmedabad.

5.1.10 In addition, the Transferee Company shall pass such accounting entries, as

may be necessary, in connection with this Scheme to comply with any of the applicable accounting standards and generally accepted accounting principles.

PART VI

GENERAL TERMS AND CONDITIONS

6.1 Application(s) to the National Company Law Tribunal [NCLT]

6.1.1 The Transferor Company and the Transferee Company shall make, as applicable,

joint or separate applications/petitions under Section 230 to 232 of the Companies

Act, 2013 to the NCLT, as necessary, inter act, to seek orders for dispensing with or

for convening, holding or conducting of the meetings of their respective

shareholders and creditors, sanctioning of this Scheme and for consequent actions

including for dissolution of the Transferor Company without winding up and

further applications / petitions under Sections 230 to 232 of the Companies Act,

2013 including for sanction / confirmation / clarification of the Scheme or

connected therewith, as necessary.

6.2 Revision of accounts and tax filings, modification of charge

30

6.2.1 Upon this Scheme becoming effective and from the Appointed Date, the Transferee

Company is expressly permitted to revise and file its income tax returns and other

statutory returns, including tax deducted at source returns, services tax returns,

GST Returns and value added tax returns, as may be applicable and has expressly

reserved the right to make such provisions in its returns and to claim refunds or

credits etc. if any. Such returns may be revised and filed notwithstanding that the

statutory period for such revision and filing may have lapsed.

6.2.2 Filing of the certified copy of the order of the NCLT sanctioning this Scheme with

the relevant Registrar of Companies, Goa shall be deemed to be sufficient for

creating or modifying the charges in favour of the secured creditors, if any, of the

Transferor Company, as required as per the provisions of this Scheme.

6.3 Tax neutrality

6.3.1 The amalgamation in accordance with this Scheme shall be pursuant to and in

compliance with the provisions of Section 2(1B) of the Income-tax Act, 1961, or any

modification or re-enactment thereof.

6.3.2 If any terms or provisions of this Scheme are found to be or interpreted to be

inconsistent with any of the said provisions at a later date, whether as a result of

any amendment of law or any judicial or executive interpretation or for any other

reason whatsoever, the Scheme shall then stand modified to the extent determined

necessary to comply with the said provisions. Such modification will, however, not

affect other parts of this Scheme.

6.4 Modifications and Amendments to the Scheme

6.4.1 Notwithstanding anything to the contrary contained in this Scheme, the Transferor

Company and the Transferee Company (acting through their respective Board of

Directors or a committee thereof or authorised representatives) may make or assent,

from time to time, to any modifications, amendments, clarifications or

confirmations to this Scheme, which they deem necessary and expedient or

beneficial to the interests of the stakeholders and the NCLT.

6.4.2 The Transferor Company and the Transferee Company (acting through their

respective Board of Directors or a committee thereof or authorised representatives)

31

shall be authorised to take all such steps and give such directions, as may be

necessary, desirable or proper, to resolve any doubts, difficulties or questions that

may arise in regard to and of the meaning or interpretation of this Scheme or

implementation thereof or in any manner whatsoever connected therewith,

whether by reason of any directive or orders of the NCLT or any other authorities

or otherwise, howsoever arising out of or under or by virtue of this Scheme or any

matter concerned or connected therewith and to do and execute all acts, deeds,

matters and, things necessary for giving effect to this Scheme.

6.4.3 For the purpose of giving effect to this Scheme or to any modifications or

amendments thereof or additions thereto, the delegate of the Transferor Company

and the Transferee Company may give and are hereby authorised to determine and

give all such directions as are necessary and such determination or directions, as

the case may be, shall be binding on all parties, in the same manner as if the same

were specifically incorporated in this Scheme.

6.4.4 However, no modifications and / or amendments to the Scheme can be carried out

or effected by the Board of Directors without approval of the NCLT and the same

shall be subject to powers of the NCLT under Section 230 to 232 of the Companies

Act, 2013.

6.5 Conditionality of the Scheme

6.5.1 This Scheme is conditional upon and subject to the following:

A The requisite consent, approval or permission of the Appropriate Authorities or

any other statutory or regulatory authority, which by law may be necessary for the

implementation of this Scheme.

B The Scheme being approved by the respective requisite majorities of the members

and creditors of the Transferor Company and Transferee Company as may be

directed by the NCLT and/or any other competent authority and it being

sanctioned by the NCLT and / or any other competent authority, as may be

applicable.

C All other sanctions and approvals as may be required by law including registration

of the order of the Tribunal sanctioning the Scheme of Amalgamation or any other

Appropriate Authority, by the Registrar of Companies, under the Act in respect of

32

this Scheme being sanctioned.

D Certified copies of the orders of the NCLT or such other competent authority, as

may be applicable, sanctioning this Scheme being filed with the respective Registrar

of Companies.

6.5.2 Notwithstanding anything to the contrary contained herein, the non-receipt of any

sanctions or approvals for transfer of a particular asset or liability forming part of

the Transferor Company to the Transferee Company pursuant to this Scheme, shall

not affect the effectiveness of this Scheme, if the Board of Directors of the

Transferor Company and the Transferee Company so decide.

6.5.3 On the sanction of this Scheme and upon this Scheme becoming effective, the

following shall be deemed to have occurred on the Appointed Date and become

effective and operative only in the sequence and in the order mentioned hereunder:

a) Amalgamation of EGLL and transfer and vesting thereof in TPL;

b) Transfer of the Authorized Share Capital of EGLL to TPL and consequential

increase in the authorised share capital of the Transferee Company (in

accordance with paragraph 4.2 hereof).

6.6 Revocation and withdrawal of this Scheme

The Board of Directors of the Transferor Company and the Transferee Company

shall be entitled to revoke, cancel, withdraw and declare this Scheme to be of no

effect at any stage, but before the Effective date, and where applicable re-file, at any

stage in case (a) this Scheme is not approved by the NCLT or if any other consents,

approvals, permissions, resolutions, agreements, sanctions and conditions required

for giving effect to this Scheme are not received or delayed; (b) any condition or

modification imposed by the NCLT and/or any other authority is not acceptable;

(c) the coming into effect of this Scheme in terms of the provisions hereof or filing of

the drawn up order(s) with any Governmental Authority could have adverse

implication on either of the Transferor Company and/or the Transferee Company;

or (d) for any other reason whatsoever, and do all such acts, deeds and things as

they may deem necessary and desirable in connection therewith and incidental

thereto. On revocation, cancellation or withdrawal, this Scheme shall stand

revoked, cancelled or withdrawn and be of no effect and in that event, no rights

33

and liabilities whatsoever shall accrue to or be incurred inter se between the

respective Transferor Company and the Transferee Company or their respective

shareholders or creditors or employees or any other person, save and except in

respect of any act or deed done prior thereto as is contemplated hereunder or as to

any right, liability or obligation which has arisen or accrued pursuant thereto and

which shall be governed and be preserved or worked out in accordance with the

applicable law and in such case, each party shall bear its own costs, unless

otherwise mutually agreed.

6.7 Compliance with SEBI Regulations

6.7.1 As the Present Scheme solely provides for Merger by Absorption of wholly owned

subsidiary with its holding company, no formal approval, no objection certificate or

vetting is required from Stock Exchange(s) or SEBI for the Scheme, in terms of

provisions of Securities and Exchange Board of India ( Listing Obligations and

disclosure Requirements) Regulations, 2015 read with the Securities and Exchange

Board of India ( Listing Obligations and disclosure Requirements) ( amendment)

Regulations, 2015, SEBI circular No. CFD/DIL3/CIR /2017 /21dated 10th March,

2017, SEBI circular No. CDF/DIL3/CIR/2018/2 dated 3rd January, 2018 and other

applicable Provisions if any.

6.7.2 In terms of the SEBI Regulations, the Present Scheme of Merger by Absorption is

only required to be filed with Stock Exchange(s) for the purpose of disclosure and

dissemination on their website.

6.8 Mutation of Property

Upon the Scheme coming into effect and with effect from the Appointed Date, the

title to the immovable properties including development rights, of the Transferred

Undertakings shall be deemed to have been mutated and recognized as that of the

Transferee Company and the mere filing of the certified true copy of the vesting

order of the Tribunal sanctioning the Scheme with the appropriate Registrar or Sub-

registrar of Assurances or with the relevant Government agencies shall suffice as

record of continuing title of the immovable properties including development

rights of the Transferred Undertakings with the Transferee Company pursuant to

the Scheme becoming effective and shall constitute a deemed mutation and

substitution thereof.

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6.9 Severability

If any part of this Scheme is held invalid, ruled illegal by any Tribunal of competent

jurisdiction, or becomes unenforceable for any reason, whether under present or

future laws, then it is the intention of both the Transferor Company and the

Transferee Company that such part of the Scheme shall be severable from the

remainder of this Scheme and this Scheme shall not be affected thereby, unless the

deletion of such part of the Scheme shall causes this Scheme to become materially

adverse to either the Transferee Company or the Transferor Company, in which

case the Transferor Company and the Transferee Company shall attempt to bring

about a modification in this Scheme, as will best preserve for the parties the benefits

and obligations of this Scheme, including but not limited to such part of the

Scheme.

6.10 POST SCHEME CONDUCT OF OPERATIONS

Even after the Scheme becomes effective, the Transferee Company shall be entitled

to operate all Bank Accounts of the Transferor Company and realize all monies and

complete and enforce all pending contracts and transactions in respect of the

Transferor Companies in the name of the Transferee Company in so far as may be

necessary until the transfer of rights and obligations of the Transferor Companies to

the Transferee Company under this Scheme is formally accepted by the Transferor

Companies and the Transferee Company concerned. Pursuant to the Scheme

becoming effective the Transferee Company is expressly permitted to revise its

financial statements and returns along with prescribed forms, filings and annexures

under the Income-tax Act, 1961 (including for minimum alternate tax purposes and

tax benefits), goods and service tax law, and other tax laws, and to claim refunds

and/or credits for Taxes paid (including minimum alternate tax), and to claim tax

benefits under the said tax laws, and for matters incidental thereto, if required to

give effect to the provisions of this Scheme.

6.11 Dividend

6.11.1 The respective Transferor Company and the Transferee Company shall be entitled

to declare and pay dividends, whether interim or final, to their respective

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shareholders, as may be decided by their respective Board of Directors, in respect of

the accounting period prior to the Effective Date.

6.11.2 It is clarified that the aforesaid provisions in respect of declaration of dividends is

an enabling provision only and shall not be deemed to confer any right on any

shareholder of either of the Transferor Company or the Transferee Company to

demand or claim any dividends, which is subject to the provisions of the

Companies Act, 2013, shall be entirely at the discretion of the Board of Directors of

the Transferor Company and the Transferee Company, as the case may be, subject

to such approval of the respective shareholders, as may be required.

6.12 Costs and expenses

All costs, expenses, charges, taxes, fees and all other expenses, if any, including

stamp duty and registration charges, if any, arising out of or incurred in carrying

out and implementing the terms of this Scheme and the incidentals thereto shall be

borne and paid by the Transferee Company.